Realizing that not everyone thrills to exploding cars and digital space creatures, distributors release quieter, more thoughtful films, like John Sayles' "Sunshine State," which opens June 28, and "Possession," the Gwyneth Paltrow period romance out in August. The challenge is finding the right small movie to schedule opposite a behemoth.

"It's an evolutionary process," says Marian Koltai-Levine, vice president for marketing at Fine Line Features, distributor of "Cherish." The increase in independent films jockeying for art-house space has changed the equation, as has "alternative programming on cable that's really satisfying, especially on HBO," she says.

Distributors can point to several successes from last year, like "The Anniversary Party," a critical hit that gained box-office steam over the course of the summer. Two films by San Francisco directors, David Siegel and Scott McGehee's "The Deep End" and Terry

Zwigoff's "Ghost World," also found critical and box office success. On a larger scale, the modestly budgeted Nicole Kidman vehicle "The Others" racked up big numbers while nobody was looking, as the similarly eerie "The Blair Witch Project" had two years before.

"People don't turn their minds off in the summer," says Jack Foley, president of distribution for Focus, which is releasing "Possession."

"There's also an element of exhaustion that arises from being pummeled all season long" by explosions and pyrotechnics, he says.

"Possession," based on the popular A.S. Byatt novel about scholars who discover a romance between two 19th century poets, arrives in late August, thereby capitalizing on three months' worth of audience weariness.

"Cherish," which lacks a marquee name like Paltrow, has taken a different approach, starting in three cities and expanding based partly on word of mouth,

the cornerstone of summer counterprogramming.

FIRST WEEKEND ISN'T EVERYTHING

Unlike the blockbusters, small films (generally, those made for $5 million or less) don't live or die based on opening weekend. They don't play in enough theaters, and their audiences aren't the people who rush out the first weekend a film opens.

Foley expects "Possession" to appeal to women, whom he calls "percolators" as consumers. "They listen to advocates" among their friends and family before choosing a movie, he says.

Two of his company's hits, "Monsoon Wedding" and "Gosford Park," sustained their box office months into release because people were recommending them to friends. These pictures' grosses reflect a shifting demographic, says Foley, as Baby Boomers turn into empty nesters with more time for recreation.

"The Anniversary Party" did well, says Koltai-Levine, because it drew younger adults as well as Boomers, as has the current Mexican hit "Y Tu Mama Tambien."

Fine Line wants "Cherish" to appeal to a wide age range, a strategy hinted at in the movie's poster art, which has star Robin Tunney in a provocative bubble-gum pose of indeterminate era.

If it needs to, Fine Line can take its time in widening the release of "Cherish," says Koltai-Levine. Distributors like Fine Line, Focus and Sony Pictures Classics, all owned by media conglomerates, get slightly longer leashes than independents like Lions Gate.

"To truly counterprogram a movie, you need a real commitment from the distributor that they won't let you leave the screen until you've established yourself," says Maggie Renzi, who produces John Sayles' films, including the seriocomic ensemble piece "Sunshine State."

The more lighthearted aspects of "Cherish" and "Sunshine State" make them borderline plausible as summer fare. It's more weird when a prestigious studio film like "Road to Perdition," a period morality play starring Tom Hanks and directed by Sam Mendes ("American Beauty"), opens in summer. Audiences usually don't even see the full trailer for this kind of film before Labor Day, but "Perdition" opens July 12, in between the month's less lofty event movies, "Men in Black 2" and "Austin Powers in Goldmember."

Perhaps summer no longer means fluff. Last year's crop brought several Oscar nods, from Zwigoff and Daniel Clowes' screenplay for "Ghost World" to Ben Kingsley for "Sexy Beast." "Moulin Rouge" got two Oscars from eight nominations. Kidman's nomination might just as easily have been for her other summer movie, "The Others."

"Possession's" literary origins and provocative director (Neil LaBute, "Nurse Betty") are academy catnip, but Foley says that's beside the point. "It's really whether or not it can do business (in the summer)," he says. "Smarter films are doing more business than they used to. People are demanding more."

They're also getting more specific. "People want to see 'My Big Fat Greek Wedding,' or 'Kissing Jessica Stein,' which are just entertaining," says Koltai-Levine of two current indie hits with broad appeal. "As a country, audiences are in the mood for that. People aren't going to see movies about angst."

DARKER FILMS FACE CHALLENGE

This trend might test the otherwise surefire drawing power of two small movies opening in August.

In "The Good Girl," from writer Mike White and director Miguel Arteta -- the darkly comic minds behind "Chuck & Buck" -- Jennifer Aniston plays a checkout girl who sleeps with a teenager. In "Full Frontal," Steven Soderbergh takes a digital and existential look at the movie business. Each film promises a distinct lack of feel-good vibe.

But what's popular now might not be by midsummer. Nobody foresaw the success of "The Others" or that "Blair Witch" would blow past the blockbusters.

Sayles, who's been making smart films for adults for two decades, says there's no perfect formula, nor perfect season.

"If people want to see your movie, they'll find it no matter what else is out there," he says.

FIVE TO WATCH

While it's hard to predict which counterprogrammed films will succeed, three general principles apply: 1) the movie should be smart, 2) made on the cheap and 3) feature Catherine Keener. Here are a some hot prospects:

-- "Lovely & Amazing": Keener, that rare beauty willing to be weird and unlikable onscreen, does both in director Nicole Holofcener's follow-up to the wonderful "Walking and Talking." The actress plays the most insecure of Brenda Blethyn's three daughters, who band together during a liposuction crisis. Keener does something original with every line. (July 12).

-- "Never Again": So this middle-aged guy (Jeffrey Tambor) walks into a gay bar . . . and hooks up with Jill Clayburgh, whom he takes for a drag queen. She isn't, but they give it a whirl anyway. It's the summer movie least likely to become a franchise. (July 19).

-- "Full Frontal": In her work for Steven Soderbergh, Julia Roberts has been good ("Erin Brockovich"), bad ("Ocean's Eleven") and, maybe this time, undressed. Actually, Keener's supposedly the one who strips in Soderbergh's digital cheapie, in which the director explores what's real and what's fake in Hollywood. That takes two hours? (Aug. 2).

-- "The Kid Stays in the Picture": In the 1970s, before he was a perpetually tanned museum piece, studio executive and producer Robert Evans ("Chinatown") ruled Hollywood. The self-mythology of Evans' 1994 autobiography so intrigued documentarians Nanette Burstein and Brett Morgen that they made a movie about him. Horror pictures generally do well in summer. (Aug. 9).

-- "The Good Girl": Jennifer Aniston tries to shed her bride-of-Brad glow as a dowdy, depressed cashier with a loutish husband. We'll see if the make- under works, but any picture by "Chuck & Buck" director Miguel Arteta and writer Mike White won't be pretty. (Aug. 16).